Item 8.01 Other Events.
On May 17, 2022, SailPoint Technologies Holdings, Inc., a Delaware corporation
("SailPoint"), issued a press release, a copy of which is attached as Exhibit
99.1 and incorporated by reference into this Item 8.01, announcing the
expiration of the "go-shop" period established pursuant to the terms of the
previously announced Agreement and Plan of Merger, made and entered into as of
April 10, 2022, by and among SailPoint, Project Hotel California Holdings, LP, a
Delaware limited partnership ("Parent") and Project Hotel California Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
Sub"), pursuant to which Merger Sub will merge with and into SailPoint (the
"Merger"), with SailPoint surviving the Merger as a wholly owned subsidiary of
Parent. Parent and Merger Sub are affiliates of funds advised by Thoma Bravo,
L.P. ("Thoma Bravo").
Important Information and Where to Find It
In connection with the proposed transaction between SailPoint and Thoma Bravo,
SailPoint will file with the Securities and Exchange Commission ("SEC") a Proxy
Statement, the definitive version of which will be sent or provided to SailPoint
stockholders. SailPoint may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the Proxy Statement
or any other document which SailPoint may file with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free
copies of the Proxy Statement (when it is available) and other documents that
are filed or will be filed with the SEC by SailPoint through the website
maintained by the SEC at www.sec.gov, SailPoint's investor relations website at
https://investors.sailpoint.com/ or by contacting the SailPoint investor
relations department at the following: investor@sailpoint.com
Participants in the Solicitation
SailPoint and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding SailPoint's directors and executive officers,
including a description of their direct interests, by security holdings or
otherwise, is contained in SailPoint's proxy statement for its 2022 annual
meeting of stockholders, which was filed with the SEC on March 18, 2022.
SailPoint stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of proxies in
connection with the proposed transaction, including the interests of SailPoint
directors and executive officers in the transaction, which may be different than
those of SailPoint stockholders generally, by reading the Proxy Statement and
any other relevant documents that are filed or will be filed with the SEC
relating to the proposed transaction. You may obtain free copies of these
documents using the sources indicated above.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. These
forward-looking statements are based on SailPoint's current expectations,
estimates and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by SailPoint and Thoma Bravo,
all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including obtaining
shareholder and regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the management,
expansion and growth of SailPoint's business and other conditions to the
completion of the transaction; (ii) the impact of the COVID-19 pandemic on
SailPoint's business and general economic conditions; (iii) SailPoint's ability
to implement its business strategy; (iv) significant transaction costs
associated with the proposed transaction; (v) potential litigation relating to
the proposed transaction; (vi) the risk that disruptions from the proposed
transaction will harm SailPoint's business, including current plans and
operations; (vii) the ability of SailPoint to retain and hire key personnel;
(viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction;
(ix) legislative, regulatory and economic developments affecting SailPoint's
business; (x) general economic and market developments and conditions; (xi) the
evolving legal, regulatory and tax regimes under which SailPoint operates;
(xii) potential business uncertainty, including changes to existing business
relationships, during the pendency of the merger that could affect SailPoint's
financial performance; (xiii) restrictions during the pendency of the proposed
transaction that may impact SailPoint's ability to pursue certain business
opportunities or strategic transactions; and (xiv) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as SailPoint's response to any of the
aforementioned factors. These risks, as well as other risks associated with the
proposed transaction, are more fully discussed in the Proxy Statement to be
filed with the SEC in connection with the proposed transaction. While the list
of factors presented here is, and the list of factors presented in the Proxy
Statement will be, considered representative, no such list should be considered
to be a complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization of
forward looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which could have a
material adverse effect on SailPoint's financial condition, results of
operations, or liquidity. SailPoint does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements, whether as a
result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and other
applicable laws.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press release, dated May 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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